- Post-Effective Amendment to Registration Statement (POS AM)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Registration No. 333-137756

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1

FORM S-3

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

MedCath Corporation

(Exact name of Registrant as specified in its Charter)


Delaware		56-2248952
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

10720 Sikes Place, Suite 200 Charlotte, North Carolina		28277
(Address of principal executive offices)		(Zip Code)

James A. Parker

President and Chief Executive Officer

MedCath Corporation

10720 Sikes Place, Suite 200

Charlotte, North Carolina 28277

(Name and Address of Agent for Service)

(704) 815-7700

(Telephone number, Including Area Code, of Agent for Service)

Copy to:

Hal Levinson

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202-4003

(704) 331-1050

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to Registration Statement on Form S-3, No. 333-137756 (the “Registration Statement”) of MedCath Corporation (the “Company” or the “Registrant”) is being filed to terminate the effectiveness of the Registration Statement and to deregister 2,000,000 shares that were registered under the Registration Statement for sale by certain selling stockholders in a public offering through a group of underwriters and were unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on August 28, 2012.


MEDCATH CORPORATION

By:		/s/ James A. Parker
		James A. Parker
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.


Signature	Title	Date

/s/ James A Parker James A. Parker	President, Chief Executive Officer and Director ( Principal Executive Officer )	August 28, 2012

/s/ Lora Ramsey Lora Ramsey	Vice President and Chief Financial Officer ( Principal Financial Officer )	August 28, 2012

/s/ Woodrin Grossman Woodrin Grossman	Director	August 28, 2012

/s/ John T. Casey John T. Casey	Director	August 28, 2012

/s/ Jacque J. Sokolov Jacque J. Sokolov, Md	Director	August 28, 2012

/s/ Pamela G. Bailey Pamela G. Bailey	Director	August 28, 2012

/s/ Robert S. McCoy, Jr. Robert S. McCoy, Jr.	Director	August 28, 2012

/s/ James A. Deal James A. Deal	Director	August 28, 2012